Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On November 10, 2022, World Fuel Services Corporation (the "Company") and Michael J. Kasbar, Chairman, Chief Executive Officer and President of the Company, entered into an amended and restated employment agreement (the "Amended Agreement"), which supersedes the prior employment agreement between the Company and Mr. Kasbar, dated March 14, 2008, as previously amended (the "Original Agreement"). The Amended Agreement eliminates the evergreen auto-renew provision of the Original Agreement and replaces it with a three-year term ending on December 31, 2025, unless earlier terminated as provided therein (the "Term"). The Company may elect to extend the Term for additional one-year terms by providing notice to Mr. Kasbar at least one year prior to the date of the expiration of the then-current Term.

The Amended Agreement establishes Mr. Kasbar's annual base salary and cash target bonus opportunity at his current 2022 levels, specifically providing for a $1,000,000 base salary and a target bonus opportunity equal to 175% of his base salary. Mr. Kasbar's target bonus opportunity can be earned based on terms set forth by the Compensation Committee of the Company's Board of Directors.

With respect to termination, the Amended Agreement generally maintains the covered termination events upon which Mr. Kasbar can receive certain payments, as well as the vesting of outstanding equity awards. However, the Amended Agreement modifies the Original Agreement by eliminating a change in control severance trigger that is sometimes referred to as a "modified single trigger." Under the Original Agreement, Mr. Kasbar could trigger change in control severance benefits by voluntarily terminating his employment for any reason during the 30-day period beginning on the first anniversary of the date on which a change in control occurred. As amended, the Amended Agreement now provides for benefits following a change in control (as defined in the Amended Agreement) only in the event of a termination without "cause" or for "good reason" (each as defined in the Amended Agreement).

Upon a covered termination, Mr. Kasbar will be entitled to receive the following benefits under the Amended Agreement:

(i) the Accrued Obligations (as defined in the Amended Agreement);

(ii) an amount equal to the product of (A) two (three for a covered termination following a change in control) and (B) the sum of (1) Mr. Kasbar's base salary and (2) his target bonus (collectively, "Severance Payments"); and

(iii) continued health insurance coverage in effect as of the termination date for Mr. Kasbar and his immediate family until Mr. Kasbar is no longer eligible for coverage under the Company's health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity.

Similar to the Original Agreement, the Amended Agreement requires Mr. Kasbar to abide by certain restrictive covenants relating to non-competition and non-solicitation during the Term and for two years following termination of his employment for any reason (the "Restricted Period") other than a termination following a change in control not approved by the Board of Directors of the Company. Mr. Kasbar is also required to cooperate with the Company regarding existing or future litigation or other proceedings after the Term of the Amended Agreement and to abide by certain non-disparagement provisions.

In order to provide enhanced enforceability of the restricted covenants during the Restricted Period, the Amended Agreement continues to stipulate that Mr. Kasbar will receive a portion of his Severance Payments ($1.5 million in the case of a covered termination not following a change in control and $2.5 million for a covered termination following a change in control) in a lump sum within 5 business days after the last day of the Restricted Period. The remainder of Mr. Kasbar's Severance Payments are payable over the two (2) year period immediately following the termination date, payable in the same manner as if such annualized amount were salary.

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The foregoing summary of the terms of the Amended Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

As described in Item 5.02 of this Current Report on Form 8-K, the following exhibits are included as part of this Current Report.

Exhibit No. Description


  10.1          Amended and Restated Employment Agreement, dated November 10, 2022,
              between World Fuel Services Corporation and Michael J. Kasbar.

104           Cover Page Interactive File (the cover page tags are embedded within
              the Inline XBRL document).

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